Frankly Inc. — M&A Activity 2020

May 12, 2020

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 - Continuous Disclosure Obligations (the “Instrument”)

Item 1 Names of the Parties to the Transaction

Frankly Inc. (“ Frankly ”) Torque Esports Corp. (“ Torque ”)

Engine Merger Sub Inc. (a wholly-owned subsidiary of Torque (“ Merger Sub ”) WinView, Inc. (“ WinView ” and, collectively with Frankly, Torque and Merger Sub, the “ Parties ”)

Item 2 Description of the Transaction

On May 8, 2020, the Parties completed the transactions contemplated under the business combination agreement dated March 9, 2020 (the “ Transaction ”), pursuant to which, among other things, (i) all of the issued and outstanding shares of Frankly (the “ Frankly Shares ”) were acquired by Torque from shareholders of Frankly by way of a court-approved plan of arrangement (the “ Frankly Arrangement ”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia); and (ii) Torque indirectly acquired WinView pursuant to a statutory merger of WinView with and into Merger Sub under the laws of the State of Delaware (the “ WinView Merger ”).

Pursuant to the Frankly Arrangement, Frankly Shares were exchanged for common shares of Torque (“ Torque Shares ”) on a one-for-one basis, resulting in the issuance of 33,249,106 Torque Shares to the former shareholders of Frankly, and all of the outstanding convertible securities of Frankly were exchanged for equivalent securities of Torque (other than outstanding warrants to purchase Frankly Shares, which remain outstanding and their terms are adjusted to reflect the exchange ratio). Securityholders of WinView received an aggregate of 26,399,960 Torque Shares as well as certain contingent consideration.

As a result of the Transaction, each of Frankly and WinView have become wholly-owned subsidiaries of Torque.

Item 3 Effective Date of the Transaction

May 8, 2020.

Item 4 Names of each party, if any, that ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Frankly will apply to cease to be a reporting issuer in each jurisdiction where Frankly is currently a reporting issuer. Torque has continued as an entity.

1

Item 5 Date of Reporting Issuer’s first financial year-end subsequent to the Transaction, if applicable

Not applicable.

Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the Reporting Issuer’s first financial year subsequent to the Transaction, if applicable

Not applicable.

Item 7 Documents that were filed under the Instrument that describe the Transaction and where those Documents can be found in Electronic Format, if applicable

Further information about the Transaction is contained in the management information circular and related proxy materials of Frankly dated March 25, 2020 and filed with Canadian securities regulatory authorities in respect of the special meeting of shareholders of Frankly held April 23, 2020. The meeting materials are available under the Frankly SEDAR profile at www.sedar.com.

Item 7 Date of Notice

May 11, 2020

---

2